Black Box
by Breath of Plagues
Summary: Cutie Marks:Their appearance marks a very joyous occasion for the youth of Equestria, but not all cutie marks are innocent. Some unlucky foals develop much darker natured marks. These young ponies all soon disappear without a trace, never to be heard from again. They disappear to Black Box.
1. Chapter 1

Author's note: This site's formatting is crap. Go to the Fimfiction version (same name, same author) if you want to view this in a neater manner.

Black Box

In dim darkness, two kevlar armored ponies leaned over a railing of a narrow pathway. Both stared down into a deep chasm of machinery at the center. Spastic electrical sparks popped and fizzled periodically from spots of uncovered wall. The two watched the miniature firework display for the millionth time in silence. Each flash lit the cylindrical room slightly, revealing the serial numbers on their armored uniforms. One of the guards pulled out a cigarette, and started smoking, inadvertently sending out puffs of gray fumes.

*Pffff*

"Dude can you blow your junk somewhere else?"

A single puff of smoke drifted from a guard's mouth as he exhaled cigarette smoke, ignoring his partner's request.

"Why?"

"Cause' you're blowing that garbage near my face! That's why." The second spat with a glare.

The smoking guard casually puffed out another stream of the grey fume, watching it waft through the air lazily.

*Cough* "Asshole!" He waved his hoof to clear the smoke. "What'd I just say?"

"Look, can't you just let me enjoy a small break here man? This job is ridiculously dull. Only the scientists on the lower levels get to doing anything fun nowadays."

The second guard was now covering his nose with a hoof and facing the other direction. "You call that sick shit fun?"

"Well…" The first guard mused to himself, slowly taking a drag of his smoke. "Not really no, but at least they get to _do_ something. We just get to stand around keeping an eye on cold, black, and gloomy." He said motioning over his shoulder to a giant steel vault behind him. "S'not like he's going to suddenly bust free anytime soon. You see the security feed? They're really taking this one serious."

There was a pause of silence for a moment before the second guard spoke, still covering his nose to escape his friend's fumes. "…What do you mean?"

"They've got all these crazy heavy duty metal bolts holding his hooves man. It's crazy."

"Wonder why they take him so seriously. We take in prisoners all the time, and they just go to the regular cells. What are they so afraid of?"

"See, that's the weird part." The dark grey stallion said, articulating with his cigarette. "Aside from his black coat he looks like any other colt."

"Maybe it's his mark? That's the reason this place was built right?"

The smoking guard took another drag before responding. "Yeah…" He paused thinking to himself silently. The guard figited while looking off wide eyed. The second guard looked curiously at his companion.

"So, what does it look like." The second spoke.

"Mm?" The smoking guard mumbled. *sigh* "Well it looks a lot like the other ones I guess. You know what I mean right? Those A-class detainees we escort all the time all have em'."

"That black stencil style, and dim red glow?"

"Yup that's it. Except…" He paused, rifling through his black armored uniform for another cigarette. He stopped, and stared off for a moment as if thinking about something that worried him."It's this really twisted looking skull. I've never seen anything like it. It doesn't sound that bad just hearing about it but, when you see it… it's just is unnerving for some reason." He thought for a moment, staring down over the railing he had been resting his forehooves on. Finally he fired up his horn to light his second smoke.

"Really? Another one?"

"Deal with it." He said before puffing a plume into his fellow guard's face.

His partner coughed and hacked for a moment. "Oh you jerk! Fine! How's this then?" He grumbled before slapping the cigarette out of the Kevlar plated stallion's mouth, sending it down the edge of the railing into a deep chasm of wiring, and machinery.

"Hey! What the hell was that for?"

"Shut up." The other snapped.

"Now how am I supposed to pass the time?"

"Gee I don't know! Maybe you could pass the time by doing your job and keeping watch!"

The first guard eyed his companion. Just about the only thing that separated the two from looking exactly identical were the subtle color difference from their coats, which only appeared in between the gaps of their uniforms. "Nothing is ever going to go wrong." He said casually, reaching for yet another cigarette in his pocket. "Nobody escapes Black Box."

Suddenly, a sirens blare snapped the calm in two. The dim clear lighting quickly switched to red as a bellowing, mechanical voice echoed down the steel halls of the facility.

"Warning! Warning! Escape in progress! Lockdown commencing!"

The smoking guard dropped his lit cigarette.

"Nobody, huh?" The second guard sneered.

"C'mon!" The first said to his cynical doppelganger as he grabbed his sword that had been laid casually against the railing. "Like I said… Nobody escapes Black Box."

"Wait, where are you going? What about him? We're supposed to make sure he doesn't escape." The second said, motioning his head to the vault door they were stationed at.

"He's not going anywhere."

Both armored guards dashed off down the narrow railing.

Thunder rocked the frame of Twilight's home as heavy rain pattered against the windowpanes. It was a dark and violent storm tonight; One that Twilight's friend, Rainbow Dash, had wasted no time in emphasizing the danger of. Twilight sighed as she watched from her bedrooms large, oval window. The direction of the gusts changed erratically, making the rain whip and flail. Twilight's eyes tracked the water as it whirled in a torrent.

Another large bolt of light illuminated the deep purple sky. Twilight winced as the thunderclap cracked from a few short miles away. Even the window shuddered. There was no getting sleep tonight. Instead, she sat, bored, and looked out the window.

"Today could have been such a nice day." She let out a lonely sigh. "I had a fun time with my friends all planned out too." Twilight mumbled to the glass, fogging it with her breath. It looked like she would have to wait until tomorrow to spend time with them.

She dropped her head down to her forehooves, and rest it glumly on her window sill. A frowning, gloomy eyed, purple unicorn stared back at her in the window's reflection. "I wonder if everyone else is feeling the same as I am."

Suddenly, something caught her eye through the downpour. She immediately perked up, and moved her face closer to the window for a better look. 'What could that be?' She thought to herself. Twilight squinted at the dark shape. 'Did somepony leave something out in the middle of the street?' Just then, the heavy rain let up just enough for her to see. Her eyes grew wide, and a gasp escaped her. Twilight had finally been able to make out the form in the torrential downpour.

A white stallion with a crimson mane was trudging through Ponyville. Blood dripped from several cuts along his back and muzzle. His eyes looked distant as he stared off blankly. She could see his slow, heavy breathing as mist in the cold. After a few more steps he stopped and turned his head up, staring into the storm. With a pained expression, his legs shook and gave out. The stallion collapsed. His body lay motionless in the street.

Twilight backpedaled away from the window. She hyperventilated, her eyes open wide. Somepony was really hurt out there! She started pacing back and forth. He needed to get out of that storm before he became hypothermic. Twilight rushed down the stairs. Her mind was a blur with thoughts. Who was this pony? What was he doing out there? Was he ok? She quickly thrust open the Librarie's front door. The storm was still going full blast, its volume even more intense without a wall to buffer it. Twilight steeled herself; She had to help him. With a heavy breath Twilight pushed forth into the wild tempest. It took everything she had to move steadily. Time was of the essence. With moderate effort, the dim outline of the unconscious stallion started to come into view.

After what seemed like an eternity of enduring the battering wind, she finally reached him. His white coat was stained with blood trails that spread like veins along his side and face. She came to his side. "Are you ok? Please say something." She yelled over the noise of the wind. He didn't respond. Twilight noticed his chest rise, and fall weakly, mist puffing faintly out of his muzzle. _'Good, at least he's breathing' _She thought. Wasting no time, Twilight quickly yet carefully picked up the hurt body, and gently placed him on her back.

Her knees buckled at the added weight. The stallion was heavier than she thought he would be. Twilight grunted as she forced herself back up. With a slight hesitation she took a step, so far so good. She slowly started inching forward, one shaking step at a time. It used every ounce of strength for the young mare to stiffly move back through the storm. She kept her head down, the wind and rain pushing against her making her task feel impossible. Her body was starting to ache and burn from the strain. A single thought crossed her mind..._give up_. She quickly shook her head at the notion. "There's no way I can do that..." she breathed heavily to herself, eyes tearing slightly. "I can't let him die!"

As if Celestia herself had heard, the form of the Library came into view in the misty torrent. Twilight's head perked up and she smiled. She was only a few yards away. With one final effort, she pushed forward, doing her best to ignore the pain in her back and legs. Standing on shaking limbs, Twilight pushed open the door, and collapsed. She gasped for breath at the effort of making it through the tempest with the added weight. After a moment to compose herself, she pointed her horn at the fireplace. With a quick flash of magic a warm fire burst to life, lighting the main room of the library in a warm glow. Twilight placed the dripping stallion in front of it before going to grab towels to dry themselves off. When she returned Twilight had already wiped herself down, and checked up on a peacefully slumbering baby dragon. The white and red pony hadn't moved an inch from where she left him. She walked over cautiously, and placed the towel on his side to soak up the blood and water.

"We made it." He breathed.

Twilight jumped at the unexpected sound. "You're awake!" she said softly, her eyes wide with surprise.

The white pony had barely opened his eyes, and was still breathing heavily. His voice was raspy as he spoke. "Quick Step… Wave Chaser… We did it. We escaped Black Box." The stallion's eyes then closed again as he lay motionless. The thunder rumbled numbly outside as a teary eyed mare sat near the fireplace.

A warning siren screeched above three foals as they rushed down the red lit, concrete halls of an underground facility. The screeching blares were paired with the frantic, echoing clop sounds of running. A big red number 3 repeated every so often on the walls as they dashed along at breakneck pace.

"Come on, keep going! Don't slow down!" The lead pony yelled back as he tore down the hallway.

One of the others, a white stallion with a crimson mane, glared back at him. "I'm trying! I'm trying!" He yelled in between gasps as the group rounded a corner. The ponies ahead of him, a yellow orange earth stallion, and a turquoise pegasi mare, both skilly cut around the bend while he slid and drifted into the wall, cutting his speed momentarily. The red and white pony let out a frustrated grunt before he pushed forward to catch up.

"Go faster!" The agile orange stallion yelled, still a few steps ahead.

"I'm not as fast as you Quick Step!" The other answered, breathing heavily. Pain tore through his muscles, aching with every second. His steps landed uneven and awkwardly as if he were about to stumble and fall.

"Doesn't matter!" Quick step barked back.

Ahead of the trio, a series of doors started to close. The large steel bulkheads shifted, sending thuds through the floor as they began to slowly move in. Quick Step took the initiative, and sped up. The two others followed suit, matching speeds to stay together. It was still possible to clear the doors, but it would be close. Quick Step continued pushing his two allies as they approached the series of closing entryways. "Run like your life depends on it Origin," They blasted past the first archway with mere inches to spare as the thick metal grinded closed, "Because today it does. This is our one shot at this! We can't use that trick again, and you know it." The group kicked up the speed another click, still only making a few inches excess as they raced down the hallway.

"I know!" Origin said, as he leapt a few inches to avoid being crushed by one of the shutting bulkheads. Sweat soaked his red mane and stung in his eyes, but he kept pressing.

"Then run like it! You too Wave Chaser! We get caught now, and it's over." Quick Step yelled back, keeping his brisk pace.

"Ha! Who do you think you're talking to? Just cause I'm a girl doesn't mean I'm slower than either of you!" The pegasi mare, Wave Chaser, called back with a playful smirk.

Quick Step smiled at her spunk. Even in a time like this she was able to keep positive. "Fine then. When we get outside I might just have to race you all out." He challenged.

"Hey you guys!" Origin called out just behind them. He breathed sharply through his teeth as the last lockdown door cut close to his back heel. The group slowed to a trot before stopping. All three were sweaty and breathing heavily. "Could you two leave your weird rivalry aside for a moment and focus!" Origin hissed at them between breaths."We didn't plan on getting caught this soon. If you took a moment to realize how totally bucked we are, you wouldn't be acting like we're all set to get out of this hell hole."

They had planned this for months. They spent hours at night, meeting in secret to try to plan. So many months of enduring the sadistic torment on the lower levels, just hoping and waiting patiently for their one chance. Now it was here, but something had gone wrong. Somehow they hadn't planned things out so perfectly. A vent that was supposed to lead them a good ways to the control room hadn't turned where they thought it would. Instead they ended up in the left wing's morgue pit, a place where the unfortunate c-classes were thrown away after who knows what. The facilities moderators were creative. Scientific achievement at any cost; That was the Black Box warden's mantra and he was willing to use every resource at his disposal, especially c-class inmates. C-class inmates were members of the higher levels who were thought to have semi-dangerous cutie marks. They were brought in under initial suspicion, but there had been too little evidence to verify if they were any true threat. Most were probably just average, everyday pony folk.

"Origin, It'll be okay." Wave Chaser assured. "The more distance we put in between us, and where that sensor caught us, the less guards we'll have to get past."

"Besides," Quick Step added "If we really need to, we can use our marks to deal with a guard or two." He said motioning to his mark of a sideways burst. "I could really use a challenge anyways." The sunset colored pony smirked. Wave Chaser giggled, and shook her head at him while Origin rolled his eyes. It was typical of his friend to become overconfident.

"You know that was relatively easy right?" Origin said with a questioning look.

"Aww don't worry about him Origin." Wave Chaser chimed with a smile. "You know how he is."

"Yeah..." Origin sighed, and shook his head. Quick Step wasn't necessarily an narcissist, but he could be an adrenaline addict at times. It wasn't so much that he thought he could easily take on a set of the elite guards that infested Black Box, but rather that the prospect of a lethal fight excited him. There were bigger concerns on Origin's mind though. "I'm just hoping we make it there before they upgrade the lockdown level."

All three foal's heart's skipped a beat, remembering what that would mean for them. Quick Step stopped, and looked down, the swagger knocked out of him. The blond haired stallion paused for a moment, staring down at the floor.

"Quick Step...?" Wave Chaser asked with hesitation.

Quick Step picked his head up. His eyes narrowed, and a bead of sweat dripped from his muzzle. "Just keep moving, and we won't have to worry about that." He said, trying not to sound worried.

Origin nodded. "It's not that far from here." The three ponies dashed off again down the dim, concrete halls. "There!" He said as he stopped to point toward a large steel door with a glowing blue hoofscanner to the side. "That's the warden's office." He said breathlessly. "I can't believe we've actually made it..." The trio walked up to the enormous set of double doors.

Quick Step noted the scanner to the side. It lit them in an ominous blue glow. "Yeah, but how do we get in?" Before either of his companions could answer, the doors shifted, and started to open slowly.

"Shoot!" Origin cursed. They couldn't afford to get caught, not after they had come this far. His eyes quickly darted around for something to hide in. The area was almost completely bare.

"Good idea!" Quick Step said hastily as he rushed over and grabbed his friend. Before Origin could protest he was lifted up and thrown into a nearby morgue chute. He tumbled and bumped against the walls making dull thuds as he careened down. Origin stuck out his limbs to stop causing his skin to screech against the aluminum. He grunted in pain as Quick Step joined him, slamming down on his chest. "Grah... Damn it Quick Step. I meant shoot as in dang it!" He whispered indignantly, wary of being heard.

Quick Step shushed him, and put his hoof down to cover Origin's mouth. They waited for a moment, keeping still and trying their best not to breathe too loudly. After a few seconds they heard the doors thud, having fully opened. Quick Step carefully braced his limbs against the walls and inched up, being very careful not to make any noise on the resonant aluminum. He climbed back to the opening a few feet above, and slowly pushed ajar the latch. It squeaked open as Quick Step peered out to the hallway. His eyes widened. "Origin!" He whispered down.

Origin's legs were starting to shake from having to support his weight at such an awkward angle. "What?!" He said annoyed, still keeping his voice down.

"It's the chief warden!"

Origin glared back skeptically. "Yeah, well it's the warden's office. Big whuup."

"No. I mean-" Quick Step snapped his eyes back to check the hallway. "Origin this is a Golden opportunity! Let's take him out."

Origin began to reposition himself to a more upright position. "No," He breathed out as he started to climb, "We don't have time for that. Get to the doors before they close."

"Oh come on. If we take care of him the whole facility is done for."

"Yeah, but so are we. We'd be stuck down here on level 3." Origin was now just below his friend.

Quick Step looked back out through the slit. He watched as the figure of the grey stallion in a white lab coat faded down into the darkness of a split corridor. "Fine" He sighed as he quietly crawled out of the chute, carefully catching the latch so it wouldn't make a sound.

Origin lifted a limb up. "Hey, give me a hoof here." Quick Step reached back and helped pull his friend out. The two then rushed into the room as the doors started to move in. Origin glanced around. "Where is-?" A vent grate on the ceiling banged open, and Wave Chaser flew out, barely making it before the doors shut. Origin sighed with relief.

Quick step chuckled. "Cheating pegasi."

The group started to make their way to a large terminal. Its screen lit the warden's office in a gloomy blue glow.

"You be quiet! I was worried sick about you two!" She looked away from them in a pout, trying to hide her tearing eyes. "I thought you guys were going to get caught because you couldn't fly." She said, her voice faltering slightly.

Quick Step smiled and stood up on his hind legs, puffing his chest out. "What? You think we can be stopped that easily?"

"Yeah, your team skills are astounding." Origin added sarcastically. "C'mon. We're here for a reason." He said as he walked into the wardens small, dark office. The space was dimly lit by a single large monitor behind the wardens desk, the master terminal. The machine blinked an orange warning message, issuing a soft beep each time like an alarm clock someone forgot to turn off. Wave Chaser pulled a small pin out of her hair and handed it to Origin. The white pony then clicked out a usb plug, and inserted it into a port. Black windows filled with flowing numbers rapidly flashed across the screen. The three watched as the device literally worked it's magic.

"Code Script's ability really is amazing huh?" Wave Chaser commented.

"Yeah..." Origin trailed off. "Too bad he couldn't be here with us. Instead we just have his final piece of work. He was really a good guy. We were fortunate to meet a B-class like him."

"They definitely underestimated the damage he could do." Quick step added. Code Script was a brainy pony that had been brought to Black Box because of his unique ability with what was now called new magic technologies, or NMT. They were spells for creating sets of devices that would run on magic algorithms, and basic level life enchantments. It was still a budding field, and most unicorn's were very wary of it. Even though there was no evidence to say that these new techniques were necessarily dangerous or evil, most ponies didn't really understand them. This lead most to fear the NMT users. In a few areas, mostly near Canterlot, studying spells that were not of the classic arcane was shunned. Because of this movement other areas followed suit on the basis that the nation's capital knew best. There were even rumors of violence against NMT users in some towns, but none of them could confirm anything from inside Black Box.

The computer system's screen went black, crackling then going silent. After a moment, it hummed back to life, and started to display rows of green text and numberings. Origin rubbed his eyes from looking at the terminal in the dark.

"So which one did he say it was now?" Quick Step asked.

"Ummmmmm..." Origin mumbled, scrolling down the list of cell numbers. Each was paired with an ability tag. "Pretty sure it was like... 207. I think he said it would be a ability that would stand out." He rapidly tapped a button sending the text up with each stroke. "Once we release him it'll be that much easier."

Wave Chaser bit her lip. "Is he really as dangerous as they say?"

Origin tried to look away discretely. He remembered, all the stories A-classers would tell. Nightmares of what the black pony could do. He shivered at the mere memory of them. "Yeah... He'll keep them busy." Origin's mind flashed a memory of a poor screaming pony that had witnessed the black stallion in a rampage. He remembered the experience well. The guards dragged the poor pony to solitary past Origin's own cell. The crying pony lamented the whole way. "He twisted them! Ripped those poor ponies to pieces, and he didn't even get near them!" Origin stared in horror at the subject being dragged down the hall. "They were alive for that. Their screaming... Their screaming! Oh Celestia... I can hear it now! It won't stop. Oh buck it's in my head!" Tears streamed down his face as the guards finally threw him into a sound proofed cell, and slammed closed the steel door.

Wave Chaser looked over at her friend. She watched as he stared off blankley and shivered. "Origin... What is his marks ability?" She pleaded, now feeling concerned.

Origin kept facing forward, never looking her in the eye. "It'll get the job done, Wave Chaser. That's all." He stopped, fixated on a highlighted line. Before them was a 207 and the words _Reaper's Avatar_. "They'll definitely have their hands full." He said grimly as he pressed the button.

"Shoot, shoot, shoot! It had to be today! It just had to!" A dark grey stallion with blue mane angrily paced back and forth in a small monitoring room. Lights and sensors blinked on and off on a nearby wall indicating different alerts, and electronic failures. "Celestia will be here for inspection in moments, and now we have A-classers trying to pull something at the same time?! They timed this somehow, I know it!" He stopped pacing for a moment to return to his monitoring system, and frantically mashed a few buttons. "C'mon, c'mon, reboot already! If those foals escape, and Celestia finds out what we do on the lower levels, she'll send me to the moon…" The warden of Black Box stopped suddenly freezing in fear to contemplate the consequences. No, that would be much better than what _he_ would do, he thought to himself. The magical computer system before the frightened warden remained frozen, displaying a variety of warning and blinking error messages.

"Damn it!" He yelled, smashing his hoof on the keyboard. Everything was going wrong at once. Out of the blue a two way radio buzzed to life on the warden's desk.

"Chief Warden Atmosphere sir!"

The grey and blue stallion snatched up the device with his magic pulling it closer. "What! Can't you see what's going on right now?" He snapped.

"We have the requested A-class prisoner Falter Reach with us now sir."

"The one with the vortex cutie mark?"

"Yes. We're ready to escort him."

"Good bring him up to level one, and make sure he has a security collar."

"Level one sir? Isn't that a little risky?"

"Just keep those protection spells on your mind going and you'll be fine. We've done this many times before." He clicked off connection before tossing the radio to a corner, and heading towards the door. It opened with a quick whish sound.

Warden Atmosphere stopped for a moment remembering something. He glanced back looking at a red switch on the wall near his desk. It had a key slot and a glass cover over a large lever. Above that was labeled security lockdown final level. He walked over to the switch fumbling for a set of keys in his lab coat's pockets. As he walked up to the device he telekinetically inserted the key into the slot turning it to the side. With a light click the glass cover popped open. Atmosphere lifted a hoof placing it on the lever, but instead of forcing it down he paused. "Falter Reach would be ripped apart if I activated it now. I can't wait around until he makes it up to the higher levels either, since I'll have to stall Celestia." He hesitantly removed his hoof from the metal switch. "They're lucky." He said, removing the keys from the slot, and placing them back in his coat as he moved back to the door.

"Okay then Reach, We've got a show to put on."

Author's note: So this was a blast of an experiment to write. It took doubly longer than I anticipated though... Anyways, be sure to give some feedback on the story here or on Fimfiction. I'll continue this for readers depending on the amount of response.


	2. Chapter 2

Black Box: Chapter 2

Deep in the lower levels of Black Box, a charcoal pegasus with a white mane stood, blindfolded, and held in place by mechanical restraints. The machinery holding his limbs connected to the walls of his circular cell, keeping his forehooves outstretched. He was slumped as far forward as his restraints would allow, putting pressure on his arms. His legs carried little weight as they lay limply on the cold steel floor, having given out long ago. On his back, two tubes pumped a red liquid, making dull thumps with each periodic injection. He breathed calmly, his thoughts adrift in an endless mental limbo.

A harsh metallic clang, tore the eerie silence. The stallion's ears flicked forward in the empty room as he slowly lifted his head up, questioning if he could trust what he was hearing. The large foot-thick door at the front of the cylindrical room shifted with a moan, and the set of heavy metal locks disengaged.

A monotone voice droned out during the sequence, mixing with the sound of tumblers clanging in the cell's thick door. "Cell release number two, zero, seven. Subject name, Abyss. Ability tag, Reaper's Avatar."

"No way..." Abyss said breathlessly in a raspy unused voice. The adjacent hallway poured a dark red light into his cell that bled through the pony's white blindfold. With a loud pop, the two tubes that connected to his spine, detached, spraying the remainder of the chemicals onto the floor. He winced as his nerves frenzied along his back. Giving Abyss no time to adjust, pressure relief valves ejected up from the cylindrical restraints around his forehooves, each blasting white hot steam and making sharp ting sounds as they hit the apex of their extension.

Abyss stayed motionless for a moment, his mouth hung slightly ajar. His head moved to the side, staring in the direction of one of his held legs. He hesitantly stirred his arm within it's metal surrounding, feeling the new excess space. Abyss narrowed his gaze under his blindfold., "So I'm not dreaming then? This isn't another delusion?" He waited, testing to see if there were any sounds that might signal that he was not in his right mind. Nothing came.

A smirk crept across his face, and a chuckle rose from his cracked voice. His muscles tensed, "I don't know by what god my freedom has been granted, but," The mark on his flank started to glow a dim red, and a deep purple-black aura formed around him. "I'm going to tear this place's inhabitants apart," he hissed, "piece by piece." His fore-hoof burst forward through the coupling, sending a blast of mechanized shrapnel across the room. "Limb from limb!" the stallion growled as he turned and ripped out his other hoof. The blindfold was quickly pulled off and tossed to the side with his newly freed limbs, revealing bold scarlet eyes.

He planted his hooves onto the metal floor and paused, feeling his nerves re-adjust to the lost feeling of standing. His muscles ached, having not been used for some time.

"Finally free," he said darkly. His charcoal wings flared outward as he stretched, arching his back. The joints in his wings and spine responded with a series of sickly pops as each realigned. He shuddered at the uncomfortable feeling and reached a hoof back to massage his neck. _Now then_, he thought to himself, bending his head side to side to stretch, _Where to start_?

He emerged from the entrance of his cell and gazed at his surroundings. Abyss was positioned on a catwalk that wrapped around the perimeter of a large circular shaft. His bright red eyes shifted to the top of the seemingly endless chasm.

"Up and out," he mumbled.

Abyss spread his wings, ready to take off, and angled himself to launch. Just before he did, however, a faint sound from below caught his attention. He stopped and listened closely.

At first, it sounded like it could have been one of the irregular fizzles or pops that periodically sparked along the inner walls of the drop, but after waiting a moment, it became apparent that the sound was the familiar feedback of a guard radio. Abyss strained his ears to hear the distant echo. The radio fuzz seemed to be coupled with, what sounded like, arguing. Yes, he was sure of it now. There were three or four tense voices faintly reverberating up through the steel walls from below.

_Change of plans_, Abyss concluded.

He arched back, then launched himself over the catwalk's railing and down the drop. After a few hundred feet, Abyss spotted an open room that touched the outside of the chasm. He angled himself to the adjacent catwalk, and landed quietly. The room he found himself in looked like a ruined office connected to a series of labs. There were various office supplies scattered across the floor as well as desk drawers that had been dumped out and tossed about the room. He walked in slowly, observing the room curiously.

_What happened here? _He glanced around at the debris scattered throughout the space. _Seems like someone was looking for something,_ he mused.

He heard a crunch under one his hooves and flinched, looking down. Under his hoof lay a portrait of a young, smiling unicorn filly. He carefully slid the photo out of it's shattered frame and studied it before noticing a few dark lines showing through. He quirked a brow and flipped it over.

On the back were a few words written in scratchy hoofwriting: Looking forward to when we get to see you again. Work always keep you away for a long time. I Love you Daddy.

Abyss stared motionless at the message before bowing his head. He closed his eyes and let out a sigh before gently placing the paper to the side.

"What are we going to do today?" the voice of a small filly said.

The stallion's ears flicked forward in the empty room, and he slowly lifted his head up, questioning if he could trust what he was hearing.

"Come on. Let's play!" the voice echoed, sounding distorted, as if the room were filled with water.

He lowered his head back down. "You're not real," he exhaled to himself.

The laughter of foals playing started to fill his ears, reverberating throughout the room. The pony shook his head. "Stop it..." The laughter continued, increasing in volume and turning to a more mocking tone. "Stop it!" he yelled as he started shaking, tears filling his eyes. The cackling slowly died down, distorting gradually until the room again fell silent.

The pony dropped his gaze and closed his eyes with a sigh.

"How come I'm not real to you?" The voice asked innocently, breaking the silence. "Don't you love me?"

The black stallion shuddered at the tone. "You're not alive..." he tried to reason with it, "You're..." His voice trailed off as he started to choke up.

"I'm what?" the voice of the young filly asked innocently.

The poor stallion shook, his tears starting to bleed down his face and onto the cold metal floor. "Because your d-" he cut himself off, and shook his head.

"Say it," the voice coaxed. The pony turned his head away, as if to try to escape his nightmare. "Come on," it continued.

"I...I just-"

A sharp static buzz interrupted Abyss, making the pony flinch, and bringing him back to his senses. His ears refocused, and picked up the voices a little ways further in.

"Come on, hurry up!"

"Shut up, I'm working as fast as I can."

The voices echoed from somewhere farther in, through the maze of labs and offices. Abyss looked over to the shattered frame with the picture of the smiling filly. He grit his teeth and swiped his hoof at the photo, sending it sliding across the floor and smashing into the wall.

A guard radio sounded off. "Hey, you guys almost done down there yet? Atmosphere wants those papers disposed of as soon as possible," a static infused voice said.

"Yeah, we're working on it here," an undistorted voice answered.

The notable static beep sounded. "Fine, but be careful. Shit's been hitting the fan lately with these crazy system glitches. There have even been reports of break outs on the lower levels, so just try to keep it quiet while you're down there."

A guard's voice answered back. "I doubt theres anypony down here. These levels have already been evacuated. It seems completely abandoned, but I'll click my radio off just in case."

"Alright, just make the next radio check at 0700."

Abyss' muscles tensed, and his eyes narrowed as he started to make his way through the series of cubicles and glass chemistry set-ups. "Why does anypony else deserve to live..." he said shaking slightly, his heart rate rising. "What makes the filth of this world worthy of what they abuse so greatly." The mark on his flank started to glow with a deep crimson. "I'll kill every last one of them."

The sounds of laughing filled the midday air, as a group of school fillies enjoyed their time to play or enjoy a home packed lunch made with love. Ponyville's weather was particularly nice today. The sun beamed with a beautiful golden hue that lit up the bright green pastures around Ponyville's school grounds. It was just a beautiful, cloudless, afternoon.

Cherry Jubilee was carefully watching over her students as they played and frolicked a short ways from the schoolhouse where she stood. The small group was easy enough to take care of; no real trouble makers. There were a few adventurous young foals whose curiosity would sometimes earn them a disciplinary action now and again, but they were, for the most part, just ambitious foals trying to earn their marks. It was nothing Miss Jubilee hadn't become well adjusted to dealing with.

She did a brief scan over the field and nodded to herself. Each filly or colt seemed to be perfectly content to running around or playing some game in various areas. She turned, opened a book and started reading while she waited for her little pony's recess hour to expire. _It looked like today was just another pleasant day in Ponyville_, Jubilee thought to herself, smiling. Out of her field of vision, however, a group had wandered off toward the treeline of the Everfree forest.

"Wow!" a green unicorn filly breathed out as she looked into the dark woods. "How far do you think it goes?"

Another, a purple pegasus colt, cocked his head to the side and raised an eyebrow. "Well... I don't know. Maybe forever."

"It can't go on forever, Firefly. It has to end somewhere," A red and white earth pony colt answered, putting an emphasis on 'somewhere.'

"Oh come on! How would you know, Origin?" Firefly shot back with a glare. "I bet you've never even been in the Everfree forest!"

Origin turned from the colt, ignoring his outburst, and stared into the deep, shaded woods. "I bet it's not that bad." He took a few steps closer to the treeline, standing now mere feet from it's entrance. Origin stared questioningly into the forest. Nothing in particular could be seen from where they were standing. There were just a few visible bits of foliage and a small dimly lit clearing just big enough to walk through. It was like the trees themselves sucked the sunlight right out of the air.

"Let's check it out," the unicorn filly said. "I bet there's all kinds of cool stuff!"

"I agree with Starsong. I want to go in." Firefly chimed excitedly.

Origin's stomach churned nervously, as he looked in. Nothing moved; Nothing made a sound. The forest seemed to simply be patiently waiting for them, not making a single move as not to frighten them away. "Are you guys sure about this? I mean..." He turned to them, "Something about this just doesn't feel right."

Firefly scoffed. "What? You scared?"

"No." Origin narrowed his eyes at the pegasus, "I just think maybe this isn't really the best way to earn our marks." He said honestly.

"Well, I don't know about either of you," Firefly lifted himself into the air with his yet to be fully grown wings, "but I'm checking this out." The colt flew past Origin and into the treeline, disappearing into the void of blackness.

Starsong trotted over to Origin and looked at him eagerly, before nodding her head in the direction of the Everfree. Origin shrugged. "Alright, fine," he conceded with a sigh. "Let's just stick together." Starsong smiled with glee and the two walked in after their friend.

It took Starsong and Origin awhile to finally catch up. Firefly had gone in deeper than they had thought, somehow making quite a bit of distance in such short time, but after walking for a ways, they spotted him. He was standing in front of a the entrance to a cave, gazing into it's black abyss.

Firefly glanced back and waved to them. "Hey, you guys! Check this out!" He yelled. "I found this cool cave. Let's go get our cutie marks in spelunking." Firefly motioned to the mouth of the cave behind him, and waited patiently for his companions. Both foals, were bounding through the thick brush when they suddenly froze in place, their faces both turned to a ghostly pale.

"What are you guys-" Before Firefly could finish he was cut off by the sound of a deep snarling growl from behind him. His pupils dilated and his skin went cold. Slowly, he turned around and found himself face to face with a drooling, razor toothed beast made of oak.

"Timber wolf." his voice squeaked as his eyes widened.

Without a second of hesitation, the wolf lunged for his neck, making a hollow growling sound that reverberated through it's frame. Firefly winced and scrunched his eyes shut, reserving himself to death. Instead, however, he heard a series of quick hoof steps followed by the crackle of splintering wood. He opened his eyes to see Origin, turned around mid-buck with the timber wolf's head snapped back, it's jaw fragmented into thin slivers of timber currently flying through the air. The oak-form wolf landed on it's back, howling and writhing in pain. Origin quickly snapped to his two friends. "Run!"

Both took their cue and dashed back toward the faint break of light where they had entered. Origin wasted no time in following suit, as he scrambled after his friends, heading to the edge. The timber wolf wouldn't stay down forever, and it could still do plenty of damage with only claws. He wondered if it had recovered yet, but Origin couldn't afford to check. Turning to look would cost precious seconds; seconds none of them could afford.

He ducked and weaved around, dodging protruding plants just behind his friends. A thorny plant lashed against Origin as he ran past, cutting into his flesh. He winced momentarily, the stinging pain searing into his side as hot blood started to drip from the wound. It hurt, but he kept going, ripping through the foliage that seemed to claw at him, slowing him down and trying to pull him back. It was like a nightmare. Another thorny vine wrapped around his back hoof. There was no time to untangle it carefully. Origin cringed, and quickly ripped free, allowing it to dig deep into his skin before breaking.

He could hear rustling a short ways behind, but he didn't dare look back. There were only two things he kept his eyes on: His friends just a few feet ahead, and the light breaking through at the edge of the forest. _Just a little more! _He yelled in his head while he dashed through the narrow path as fast as his little legs could carry him. They had no chance of beating a full grown timber wolf even with Origin's innate earth pony strength. Every last hope for their survival rest with getting back out into the sunlight. Under Celestia's golden sun no denizen of the dark forest dared to venture. It was the only reason Ponyville could exist so close to the Everfree forest in the first place.

The sound of paws digging across the dirt floor of the forest along with a snarling growl started to fill Origin's ears. His skin went cold with sweat, as the sound grew clearer behind him. Just ahead, Firefly cleared the forest, bursting through the wall of plants like a rocket. Starsong followed him shortly by jumping over a line of bushes at the edge. Origin was just behind them. _Only a few more feet! _A smile of relief spread across Origin's face. "Thank Celestia, I thought we were-" A root caught one of his hooves sending him face first into the dirt with a thud. His eyes widened in terror, and his skin turned pale. In his moment of premature ease, he hadn't seen it. Now, mere inches away from salvation, he was sentenced to death. The aching sounds of bending wood flowed through his ears, as he heard the wolf slowly approaching. His body went weak, and bitter tears started to flow from his eyes. It was over.

Origin yelled out in pain as the wolf dragged it's claws down through his flesh, tearing deep into the colt's back muscle. He felt every nerve scream out desperately, begging Origin to save himself. He scrambled, digging his limbs into the ground to try to move forward into the light, but it was to no avail. The timber wolf had him pinned with it's paw, and it was furious. In a primitive sense, the wolf understood what it meant to have a chunk of it's lower jaw demolished. With no method of properly chewing food, it was doomed, and it knew it. The only solace for it now, was in malicious, primal retribution.

Origin felt the wolf's marred teeth sink into his back leg. He screamed in anguish, lungs maxing out and cracking his voice. It seemed it could still bite, and now it was using it's misfigured jaw to rip into the poor pony's back thigh. Origin's body burned and his pupils dilated, as the fibers were pulled apart with violent force. His nervous system started to overload, causing Origin's mind to go blank. He wouldn't be able to take much more of this.

Origin started to feel dizzy and light-headed as the wolf continued to gnash at him, causing agonizing pain to surge through his body. Blood poured from his wounds, soaking his white coat as well as the forest floor around him. He started feeling cold and weak, and the edges of his vision started to darken. Each wave of pain was gradually feeling more dull than the last. Soon, the harsh tearing feeling was replaced with little more than an icy tickle where flesh had been torn out. Origin now couldn't even be certain if he were still being torn apart or if the wolf had been satisfied and left. The blackness around his sight closed in. "I don't want to die..." he sobbed with tears in his eyes. He closed them bitterly and clenched his teeth. "I don't want to die!" he yelled out raspily with the last of his strength. With a unnoticed sensation, a glowing red and black mark appeared on his flank, just before he let out his final breath.

For a moment there was nothing. No more pain. No more suffering. Only the pure, perfect silence devoid of thought or emotion. Origin was gone, his essence having evaporated into eternal oblivion. In that moment, in that absolute vacuum of cipher, something sparked. At first, it was only a small ephemeral flash amidst complete darkness, but soon another followed, then another. Slowly but surely, a white flame grew, born from the ashes of nothingness. It clumsily burst ablaze like a child taking it's first breath, clawing it's way to life as if some unknown force was desperately trying to drown it back down into non-existence. Suddenly, the white fire exploded, radiating the abyss in light purer than the best efforts of every star combined. In the the eternal, infinite construct a solemn voice, like an echoing thought, or a dreamlike figment resounded without sound. Its essence filled the space with that of an understanding. I am.

Origin's eyes snapped open, meeting only a blissful white backdrop that, if not for his own shadow laying against it, would have made him think he was blind. He blinked his eyes a few times and stared out around him. "Am I..." he breathed. "Am I dead?" Origin slowly steadied himself to his feet.

"Awake," a voice that sounded like scratching static buzzed behind him. Origin quickly spun around, and his eyes shot wide open. Before him was a creature like nothing he had ever seen before. It had four limbs, much like a pony, but somehow it seemed able to keep balance by standing on just two of them. The other two limbs were folded across the creatures chest. The figure glowed brightly, as if it were made of pure light that had been trapped within glass. Origin was able to make out what looked like a light amber mane on top of the creatures head as well as a set of eyes that burned like a bright gold flame. Behind the figure was a luminous yellow energy that flowed continuously like a burning star. The burst was plastered upright, seeming to pull apart the space around it like a gentle black hole, never resting, always consuming the blank void.

The figure glared down on him, narrowing it's piercing golden eyes. Origin shuddered, shrank back, then turned to run but stopped when he looked out. Behind him was only an endless white abyss. Nowhere to run. Nowhere to hide. Origin started to panic. Nothing made any sense. What was all of this? How did he get here? He racked his brain, trying desperately to understand what was going on, but to no avail. He only knew who he was, and that was all.

"Violation!" the figure roared. Origin's mind went blank with pain as the booming sound buzzed in the back of his head. With his ears laid back, he hesitantly peared over his shoulder at the bright form. It hadn't moved an inch, and was still staring him down with it's inferno-like eyes. "Defy...the laws...of the construct," it hissed taking deep pauses as if speaking took a grand effort. It's mouth spilled the same flame-like light found in it's eyes, and each distorted word reverberated through Origin's thoughts as if he were connected. "Mark..." The figure pointed at the frightened pony's flank. Origin quirked a brow, and glanced down. Before his eyes was his very own cutie mark! Origins mouth curled up into a big gleeful smile, the colt temporarily forgetting his former state of intimidation and panic. _But what does it mean?_ he wondered. The mark consisted of a cross with a ring connecting to the top, and from the ring, were two spread out, feathered wings. The symbol was completely black, but slowly pulsated a dim crimson glow.

"I..." he began hesitantly, "I don't understand. What's my special talent? I don't remember discovering who I am."

The figure closed it's eyes and paused, thinking to itself for a moment before responding. "The moment just before...life was snuffed out...every fiber of your being...committed to one thing."

_Committed to one thing? _Origin echoed in his mind. _What is he talking about?_

The glowing form continued. "Awoke your mark...birthed who you truly are." It opened it's eyes again. "Rebirth..." it said, shaking the realm with it's static voice.

"Are you saying," Origin's eyes started to widen, "That I can come back to life?"

"You and anyone you choose may be restored," it said solemnly.

"Then that means..." The small colt paused for a moment in a shocked daze. He started to smile as happy tears dripped across down cheeks. "I...my mom..." He swiped a hoof across his face and sniffled. "I never thought-"

"There is a price," the form said, somewhat quieter.

Origin still tearing up, looked up innocently. "What do you mean?"

"Everything obeys equivalent exchange." it answered. The figure calmly unfolded one of it's limbs and outstretched it's hand toward the colt.

Origin cocked his head to the side. Before he could ask, there was a deafening blast of sound, and his eyes went blank. Origin screamed as his mind was suddenly flooded with the sound of a million of voices all talking at once. Each was coupled with innumerable visual flashes that poured into his minds eye. He clenched his hooves to his head. It was too much. Origin could feel so many minds at work, so many emotions and ideas, every ounce of it cramming down, funneling into his mind. Suddenly, he started to feel too. Every touch, every bit of pain, and every other bit of sensory information from trillions of beings all blasted into his body with another horrendous surge of blisteringly loud sound. Origin cried out in his torment. There was no way he could take this much longer and still retain his sanity. He tried to grip something, desperately grasping out around him, but there was no point. He couldn't see, nor could he feel which sense was his.

Suddenly, he started to feel all the other sensory pieces dull, and settle on a single being; a small yellow filly. She was frolicing happily across a grassy plain with friends, much like Origin and his classmates had been doing a short time earlier. She was smiling and laughing, eyes gleaming so full of life, as she played tag. A familiar static resonance, interrupted, slowly echoing over the rest of the sound. "A life...for a life."

"What? A life for a..." Origin breathed out, as the realization slowly hit him. He shook his head back and forth. "No," he said shakily, "No don't do this!" he pleaded with earnest eyes.

There was pause as Origin listened for an answer amidst the dulled roar.

"You..."

His ears perked up hopefully.

"Never had a choice."

Origins eyes widened in horror, just before an impact of hot, burning energy crashed into his chest. He felt as the fullness of life started to swirl through him, and with it, came memories. He started to feel what it had been like playing as that filly today. What those moments of tingling laughter and how the welcoming caress of grass felt underneath each hoof.

"Please stop!" Origin begged. Now he was experiencing a birthday party. He felt the heat of freshly lit birthday candles against his face while the sensation of blowing flowed across his tongue.

"Now make a wish!" a stallion to the left said. Eyes closed, as she thought for moment. _I want to earn my cutie mark and have fun with my friends_.

"No more."

Thunder echoed through Origin's ears as he watched through the eyes of a scared filly running to her parents room during a thunderstorm.

"I can't..."

He felt wet tears stinging his face as he watched a half matured stallion depart toward the main castle at Canterlot. "Big brother...please be safe in the guard." He felt the loving hold of a mother stallion envelope his body.

"It'll be okay honey. He's just doing what his heart tells him." A mare said smiling down with tears in her own eyes. "You'll see him again before you know it."

"Don't..."

"Hi my name's Suncast! What's yours?" A young school filly asked from her nearby desk. "Let's be friends."

"Please..."

"I want to earn my cutie mark and show my big brother when he comes home to visit."

"I..."

"What's wrong? Are you okay?" a worried looking colt said above a collapsed filly. Her eyes closed before she could answer, never to open again.

"..."

Origin awoke in a cold sweat, sitting up like a sprung rat trap and gasping for breath. Immediately, he closed his eyes, concentrating on his center. The warmth of twenty separate entities were burning inside of him. Each a different life, taken from various circumstances and ready to be used as payment. Origin sighed with relief and paused, staring out at the near pitch darkness around him while he caught his breath and gathered his thoughts. As his eyes started to adjust, his gaze drifted to the side to see his two friends, Wave Chaser and Quick Step, fast asleep in a makeshift bed made out of lab coats and towels beside him. Origin ran a hoof through his mane and curled his legs up to his chest. "Just another nightmare," he sighed quietly.

The group had taken temporary refuge in a maintenance closet. It was just big enough for them to all lay out, and they made use of the materials by creating a little padding between them and the cold metal floor. It wasn't ideal, but it was a lot better than being out in the main level with sparking machine parts and exposed wiring not mention who knows what lurking around in the dark. The layer was mostly abandoned right now, but that didn't mean a guard squad couldn't be hunting around the steel halls for stragglers. It was best to try to stay hidden for now.

Origin lightly rocked himself to and fro as he became lost in his thoughts of the past. He looked again to his side at his friends. They were both peacefully asleep, snoring lightly next to each other. Quick Step was sprawled out unceremoniously, one of his legs twitching every so often, while Wave Chaser was simply snuggled into a bundled towel. Satisfied, that he hadn't woken them, Origin carefully got up from his own improvised sleeping mat, and quietly made his way out, carefully closing the door behind him with a light click. His ears pitched and swivelled around, scanning the area briefly before deciding it seemed safe. A short ways down the empty hall was one of Black Box's prominent, bottomless chafts. Origin walked over and put his hooves on the railing. He stared down and watched a faint steam trail waft up the chasm.

His eyes glazed over and a nauseous feeling filled the pit of his stomach as the memories of his past started to flow back to the front of his mind. "A life for a life. There is always a price." The words of the figure echoed back through Origin's mind. For a long time as a child, those words haunted him.

Tears started to drip off Origin's muzzle, falling down the drop and disappearing beyond sight. "It's all my fault," he whimpered softly. "She didn't do a thing. She just..." his words trailed off and he buried his face in his forehooves.

"Origin?" A voice asked, soft and hesitant. "Are, you ok?"

Origin's head shot up and he quickly whipped around. It was Wave Chaser. The inner-ends of her eyebrows were turned up and her mouth hung slightly ajar in a worried frown.

"Wave Chaser...I...I'm sorry. I didn't mean to wake you up," He said after a sniffle.

"Is there something bothering you?" she asked. Origin looked away, trying to shield his eyes with a bit of his red mane. "Origin, if there's something bothering you, I can help." He turned around and faced back to the large circular chasm.

"It's nothing you can help with," he said, his voice sounding cracked .

"Come on. I can help if you just talk to me."

"It doesn't matter. Just forget it."

"How can it not matter! You're out here, all alone, middle of the night-"

Origin whirled around face still visibly tearing. "Wave Chaser, stop it!" he barked.

"Why should I!" she yelled back. "One of my best friends is alone, crying, and you expect me to take 'Oh, it doesn't matter. No big, just forget it?' I'm not going to just forget it, Origin! I care, okay!"

Origin looked down, his body shaking slightly. "I..." He swallowed hard. "She really loved her brother..." he mumbled, almost incoherently. "Finally made friends too."

"Origin..." she said softly, trying her best to sound comforting. Wave Chaser took a few steps toward the hysteric stallion. "What happened?"

Suddenly, a loud clang echoed down the hallway. Both ponies tensed, heart rates elevating.

Origin paused listening for any sign of immediate danger. "Wave Chaser, go back and hide with Quick Step," Origin said in a stern whisper.

Wave Chaser glanced back at him worried, debating in her mind if she were okay with leaving him be. She looked back and forth from her friend and the maintenance room a few feet away. "A-all right fine." She started to trot back but then stopped. "Just be careful, okay?" she said before finally heading back and out of sight.

Origin cleared his mind and readied himself. He headed towards the source of the sound in the dark, barely able to make out a few feet at a time in front of him. A radio sounded off somewhere down the corridor, and was shortly followed by a frantic voice.

"I don't know what happened, but he got out somehow. He's somewhere down here. You guys should've have seen what he was did. Dear Celestia, it was like watching someone use a chainsaw to cut butter! You've got to mobilize the heavy's before it's too late. He'll kill everything, if we don't trap him here!" Only harsh feedback gave reply. "Damn it!"

Origin turned a corner and came face to face with the voice's owner, whose mouth dropped wide open and eyes widened in horror. It was a lab tech; one of the ponies who either oversaw various operations, or worked in some of the experiments conducted on the lower levels.

They were now both in a small, open room with a small desk and few filing cabinets propped against a wall. The room had a operating table at the center which was placed just under a circular surgical light that adjusted from an arm on the ceiling. The pony had beads of sweat across his forehead and looked like he had just seen a ghost. Without warning, the shaky scientist dropped the radio and pulled out a standard issue magic shard gun, pointing it straight at Origin's face. Origin nervously eyed the muzzle, and swallowed. If only he'd listened more carefully, he might not have been spotted. Too late now. "Look, just calm down," he tried to reason with the jumpy pony.

"Calm down- Calm down!" the lab tech yelled hysterically. with dihilated pupils. He was shaking and his eyes darted around, like a cornered animal. "There's no use in calming down," he hissed low, "Not now. It's over. We're all going to burn for what we did to him."

Origin, furrowed his brow and took a step."What are you talking abou-?" He was cut off as a magically charged shard was launched from the gun, into the his mouth. It impacting hard and imbedding itself in his throat and blasting out at the top of his neck, splattering gore and blood across the floor behind him.

Origin coughed and hacked, spitting up a viscous mixture of spit and plasma onto the floor with sickening splatters. _No!_ he yelled in his mind. Images of a young filly, playing and smiling happily in a lush, green field flashed across Origin's mind. He started to hyperventilate and felt the color leave his face. _No... not another life._ Tears dripped down from his stinging eyes as memories started to flash before his eyes in a blur of panic.

A filly looked out a bedroom window at the moon. The lunar sphere shined brightly in the sky amongst the twinkling of stars. "Big brother... come home soon."

Thunder rumbled in the distance as a scared filly stood in the doorway of her parents bedroom. "Dad, I'm scared."

"The weather's so nice today." A smile spread across her face as she trotted out the door.

The yellow filly scrunched her eyes shut as she thought of a wish. After she settled on the perfect one she opened her eyes blew out her birthday candles. "Best birthday ever!"

"Why do they have to make fun of me?" She sniffled, as her back lurched with each sob.

"Someday...I'm going to discover my special talent."

"What do you mean he's not coming home..."

"A life for a life."

Origin's mind was going numb as the memories surged through his despairing consciousness. He stumbled around for a few seconds before his pupils dilated and he fell to the floor. His body convulsing for a few final moments before finally laying still.

The lab tech breathed heavily and stared wide eyed at the motionless body. After a moment, he shook his head in an attempt to clear his head, then turned around and started going through papers that had been laid out on the operating table. His eyes darted across each title as he mumbled to himself, frantically searching through the documents.

A de-energized magic shard, dinged across the metal floor before it bumped into the wall.

The lab pony stopped and froze. The hair on the back of his neck stood straight up and his blood went cold. He hesitantly craned his neck around as the beating of his own heart filled his ears. There, standing behind him, covered in blood and breathing heavily, was Origin. He glared down at the lab pony with hate in his eyes.

"You..." Origin said in a harsh, barely restrained tone.

Before the pony could react, Origin lunged at him, slamming him to a nearby wall. Origin turned a hoof sideways and pinned the pony's neck. He choked and thrashed out gasping for breath as Origin steadily applied pressure. The lab pony struggled against the furious earth pony's vice grip, trying desperately to forced him off for air. Origin didn't budge, and instead raised his other hoof and landed crushing blow against the lab tech's skull. The lab pony's eye's started to roll to the back of his head. Origin grit and bore his teeth, as he charged his mark. He could see the lab tech's life force before him. It was a warm, brightly glowing orb at the pony's center. Origin moved his hoof over his victim's chest. Strands of light began to flow from the pony's torso and into Origin's arm, as the warm life-essence pour into him. The pony started to go limp and his eyes watered.

"No. I don't want to die." He raised a shaky hoof and pressed it against Origin in a desperate, futile attempt to resist.

In response, the life strands yanked and pulled back. Origin growled and released his grip from the soul strands. The now-free hoof moved up, steadying across from the lab tech's head.

"It was hard at first..."

Origin stared flaming death at the weak, quivering pony.

"but with a few friends..."

The poor creature looked back through a closed eye, the other of which, was already swollen shut.

"I was able to learn to be happy."

Origin brought his hoof crushing down upon the lab tech's snout, feeling the bone in both his own limb and the pony's skull crunch slightly.

"I know it's what my brother would have wanted."

He wound back, and launched forth another hit with all his strength. This time he heard a definitive snap sound.

"He wouldn't want me to be sad forever."

He continually pummeled the helplessly pinned pony, bringing his hoof down and again and again. The end of his limb bled and throbbed in pain. He could feel the bones in his hoof cracking under each hit, becoming progressively worse.

"He'd want me to live happily."

With one last blow he felt both his arm and the pony's skull crack, finally breaking from the barrage.

"After all, if there's anything he taught me..."

He screamed and moved his hoof back to the pony's chest, again powering up his mark.

"It's to try to live life to the fullest."

He pulled with all his strength, violently absorbing the life the energy. It rushed into him heating his core as it roared through the empty space.

"...because it's too precious to waste."

The absorption finished and Origin let the lab tech's body crumple to the floor with a thud.

"Every life is precious."

Origin fell down to his knees and stared down at the floor, his mind a torrential blur of memories and emotions, becoming even more distorted by the new influx of life experiences from the lab tech. He breathed heavily and started crying.

"A life for a life," he mumbled. "Everything has a price..." His back shuddered with each guilty sob. "Dear Celestia, what have I done?" His head fell to his hooves. "I swear I didn't mean it. I'm so sorry..." Origin waited, slowly feeling the new life becoming acquainted with his own phoenix-like soul, and curled up on the floor, too broken to care about the fresh corpse nearby.

"I'm so sorry," he sobbed.

"I'm a sickening being... and I can never get, what I deserve."

Falter Reach, a navy blue unicorn stallion with a snowy white mane, marched begrudgingly down the cold steel halls of the last underground layer of Black Box. On either side of him, two of the facilities identical, armored guards acted as escorts. The tapping din of their hooves and the periodic yank from the chains that connected to his security collar, reminded him of their presence as they walked. Reach's grey irises stared blankly at the floor. A small divot in the floor panels caught one of his hooves, causing him to stumble and nearly fall. Having slowed, the chains connecting him to the guards yanked, causing him to choke before forcing him to quickly gather his balance and catch up.

He grumbled to himself. Not being able to see was something he always hated. It always made him feel so helpless, especially in these kinds of situations. Reach's blind eyes wandered over to where he assumed one of his captors was walking. His mark, an image of a menacing vortex, energized with a dim red as his eyes began to glow white, covering his pupils and iris'. He could sense the two of them, diagonally a few feet in front of him, assumedly somewhere at the end of his chain lengths. Reach felt his control gently start to close around one of them like a hungry vice. He could feel the guard pony's mind at work, thinking, and gathering information. For a short moment, he felt his senses contact with theirs.

A magical aura sparked around one of the guards with a loud electrical crackle. At the same time, a sharp searing sensation surged through Reach's mind causing him to stop walking, and yell out in pain. He trembled, clutching his forehooves to his head as the buzzing feedback faded.

He heard one of the guards chuckle. "Heheheh, go ahead and keep trying. You're not going to get past these protection spells. Besides it's funny to watch you suffer."

Reach immediately glared in the direction of the voice, a burning hate smoldering in his watered eyes. He lashed out with his psychic fingers, yearning to tear into the mind of his captors. "Augh!" he screamed as the same blast of magical energy sparked along with another agonizing spasm in his brain. His ears rang as he collapsed, mouth open, and muscles twitching from shock. Reach curled up on the floor and clutched his head again. It felt like his brain had been dunked in water and stuck in an electrical socket. He breathed heavily, each exhale saturated with hate and frustration.

He heard the other guard tsk. "You're going to make us all late." Reach felt a few tugs on his collar. "Get up. Don't make me ask again."

Reach growled, uttering expletives under his breath and slowly brought himself to his feet. Almost as soon as he stood, he was pulled forward by his neck. Reach narrowed his eyes and grimaced. He swallowed his immediate anger, letting it smolder for later. _It wasn't the time to resist, not now at least,_ he thought.

The group soon rounded a corner and came to an elevator. After entering, one of the guards scanned in his hoof signature and set to it rise to the ground floor lobby. The small room lurched up with a groan, before gradually building speed and taking off. Reach sat down and sighed.

He hated these trips. Reach would get called for service every now and again. Sometimes it would be to assist in torture, other times interrogation. He could never really know what task he'd be forced into until he got there. At least, except under these circumstances.

He'd been through it enough times to recognize the routine. The high security, the route that took much longer than expected, it all signified Reach's most dreaded task: 'helping' with Princess Celestia's assessment of Black Box.

The funds to run the madness had to come from somewhere after all, and though the warden was very...resourceful, it apparently didn't cover everything. Besides, it would be difficult to hide the existence of Black Box from the Equestrian government for long. Black Box was located in the craggy mountains somewhere in the badlands of the north, definitely away from the public eye, which was necessary to be sure, but was still within reconnaissance distance for an Equestrian patrol. Besides, why go through the trouble of trying to keep the facility a secret. They had him.

The elevator gradually slowed, finally giving a slight jolt and a melodic ding, signifying the floor had been reached. The doors slid open and the group departed into the white, rounded hallways of the first floor. As they walked, Reach could feel something was out of place. His ears swivelled around listening for any kind of sound that he could identify. Nothing, but that was just it. The first floor lobby was usually like a chaotic emergency room after a riot. Staff members were always frantically rushing to and fro, papers rustling and scattering about in their haste. Radio's were regularly buzzing off with updates, statuses, and routine roll checks. For some reason, though, it was dead silent.

Reach stared blankly at the ground, continuing to listen to the eeriness before narrowing his eyes._ What's going on?_ he wondered. Reach powered up his mark and felt around for the sensation of any minds. Any emotion, any kind thought and he'd be able to see them.. Reach scanned around, only feeling the signatures of the two guards in front of him. Nobody was here.

"That's really bizarre," he whispered to himself, "wonder what's going on."

They continued walking, taking periodic turns down various hallways. Reach started to hear what sounded like talking. It was a little muffled, but due to the rounded corners of the floor halls, the voices carried so that he could make out what was being said.

"Yes, Atmosphere, bananas are quite nice, but we really need to get to inspection." A soft, feminine voice cooed.

"Oh, of course, I had always just wondered, but...um. Well the thing is, hehe, we're having just a few technical difficulties with the umm...fluff capacitors."

"..."

"What's going on, Atmosphere?" the second feminine voice said flatly. "Your acting horribly fidgety today."

"Eh, well you know, its um because of..."

The trio came to a full halt around a corner that would've lead them right into the main lobby where Celestia and the warden were conversing. One of the guards reached up to a small paging device near his shoulder, gave it a click, and waited. Around the corner in the lobby, Reach was able to make out a few rapid beeps.

"Oh looks like it's time," he heard the warden say with tone of audible relief, "I'll be right with you and we can begin."

Within moments he was around the corner, his loose labcoat flowing in the wake of his own rushed movements. "Where have you guys been!" he said in a harsh whisper. "I have literally ran out of things to stall with. I had to come up with nonsensical theories about the biochemical properties of friendship! Dear, Celestia! Do you even know how hard it is to make that sound real?" The warden rubbed his hoof against the bridge of his snout, and let out a groan.

"Ugh, whatever, it doesn't matter now anyways. Reach..." He turned to the pony, waiting for acknowledgement, when he noticed Reach was acting strangely. It almost looked like he was sniffing around trying to find something. He didn't breath in or try to smell, but his head moved around, scanning for something. After a few seconds, he finally stopped and turned his blank eyes toward the warden.

"Ah, finally I was wondering if-" Reach started making a sound like he was clearing his throat. The warden raised and eyebrow. "What exactly are you do-" His curiosities were suddenly answered by a flying projectile of spit that impacted squarely in between his eyes, splattering across his face. His look of confusing quickly changed to that of rage and disgust.

"Sorry about the delayed 'hello,' warden." Reach said with a smug grin, "It took me a few seconds to figure out exactly where you were."

The warden was red faced, grimacing at the rebellious A-class with nostrils flared. Reach was unable to see the exact reaction of his victim, but he was able to imagine, and continued to look in the direction he assumed the warden stood with a smirk of satisfaction. Without warning, a hoof crashed across the side of Reach's face, sending him flying to the floor only to be impacted across his chest by an outstretched arm from a guard. This was simply to prevent him from impacting too hard and making noise.

"Now, listen to me, you little shit." The warden hissed, bringing himself close to Reach's face. "Your situation hasn't changed. It's the same deal it always is. You do as we say and use your ability, or _she_ gets diced and used for what she's worth in the lower levels. I heard the lab tech's have been getting decent trial runs with some chimeric experiments. We could always use more volunteers if you prove to be... unhelpful."

Reach stared off blankly, digesting the wardens words for a moment. "You know," he started, "if you were to do something like that I'd probably be very upset."

"Oh yes, I suppose you would." The warden responded with vicious sarcasm.

"I'd have no reason to comply with you bastards if that were the case, and you'd therefore lose your precious golden goose of lies," he said flat and analytically.

Reach got his legs under him, and stood up straight. There was a visible bruise developed on his cheek. "Don't ever think you have me pinned. The reality is that we're both at stalemate." He narrowed his eyes. "You'd do well to remember that." Both stood still for a moment, glaring daggers at one another.

"It's a good thing, for you, that I can't stand losing," Reach said. He turned and faced toward the lobby entrance. "She's just down the hallway, right?"

The warden nodded. "Yes."

Without another word Falter Reach's twisting mark started to glow a sinister deep red. "There it is," he mumbled. Reach gasped as his back abruptly arched and his eyes burst with white light.

Chief Warden Atmosphere smiled as he walked back down the hallway to Celestia. "Welcome Princess. We hope you'll enjoy your brief visit to our humble rehabilitation center. Please follow me."


	3. Chapter 3

Chapter 3

Frantic panting along with the hasty hoofbeats of several ponies, echoed through the hallways of the lower level labs. A group of seven Black Box guards, and two lab technicians, sprinted down the sets of evacuated cubicles. To their right were a variety of generic, glass chemistry setups and lab tables, left abandoned since the recent evacuation of the staff floors. On the other side, steam tubes hissed and wheezed as if sporting mercilessly inhuman sore throats. In their mad dash, they bumped into the glass beakers and paper piles perched at the edges of tables, sending them to the floor. From behind, the sounds of fully automatic shard guns discharged in sporadic bursts, signalling contact a few yards back.

The group turned a corner and stopped at a dead end, gasping for breath in the dim light. The sounds of shard fire had eerily ceased, causing the group to wonder. They glanced around at each other questioningly before one spoke.

"Do you think they got him?" a guard whispered in between heavy breaths.

Another pivoted his ears, listening closely. "I don't know, but we need to get out of here right now." he said in a harsh whisper, "We'll be seriously screwed if we don't find another way around."

They had ended up right next to the entrance of a test cell, a small, empty room with shard-proof glass set in the front face for observation. The clear vault was placed at the back of the lab where an elevator or transport hub was usually located, which meant the only way out of the room would be to go back down the pathway they had come from.

"Aw hell, he just came out of nowhere. Barely even gave us time to think before tearing through more than half the patrol." Another said before turning to one of the lab techs. "You still get those papers?"

The lab tech nodded back, "Yeah, they're in the packs." He motioned his head back to a pair of saddlebags. "Is the warden sure he wants to do this? I mean... It seems a little drastic."

The same guard shook his head in disagreement. "We may not have a choice. With the power down on the lower floors, and the system glitching like crazy, we'll have to."

Down the hallway, a young red and blue pegasus rounded the corner, limping along before grunting in pain and collapsing.

One of the guards gawked in surprise and pointed a hoof. "Hey look! Quickfire made it!"

The guards all turned and adopted similar looks of astonishment before and rushing down the hallway to help their fallen comrade.

The young pegasus was in a complete daze. Blood leaked from a large cut in his side and his vision had already started to blur from the loss of vital fluids. He shuddered as the sounds of the raspy steam vents gradually became more tinny and distorted, even seeming to call to him as he felt his body growing colder. They seemed... particularly insistent about getting his attention. He weakly turned to face the the members of his squad. His eyes widened in horror and he shakily forced himself to sit up.

"No! Stop! Go back. You need to get out of here." He yelled frantically. "He's coming this way. We can't stop him!"

Every last one of them turned pale as they heard the sound of Quickfire's ribs snapping paired with the wet squelch of tearing flesh as the pony's body suddenly ripped in two, his torso blasting apart in the opposite direction of the hallway he had come from. The explosion of blood and tissue painted the walls red and the wave of gore annihilated the setups of flimsy cubicles and portable lab stations. The group stood stunned and speechless. It was as if he had been mercilessly rend in half by a giant butcher's cleaver, but nothing had touched him.

"Oh, Celestia, I think I'm going to be sick," one of the guard's groaned out.

An equine shadow manifested itself, spreading across the lower half of the unfortunate guard, and paused for a moment. The guards all froze in place, hearts ready to beat out of there chest's as they watched the outline move around the corner. They had never dealt with anything like this before. As if in slow motion, a black stallion with a menacing skull cutie mark moved around the corner, and turned to glare down at them. His mouth was turned down into a menacing grimace and they could see his bright scarlet eyes reflecting light in the darkness like spheres of infrared.

His mane started to move and billow as if influenced by nonexistent wind and a dark purple aura formed around him. He mumbled a single word, his tone saturated with a searing hate. "Suffer."

Before any of the guards could think, the closest of them, a forest green unicorn, burst in half spewing blood in all directions. The group reeled shock as the realization hit them. He intended to slaughter them all. They started to panic, each pony's mind frantically trying to figure out the best way to survive. The majority of the group immediately backpedaled and ran for their lives, while the remaining three or so hastily reached for their rifles.

"Shoot! Kill him!" One of the guard's yelled in a panic. Without bothering to properly aim, he raised his shard gun and sprayed full blast at the malicious stallion before him. Abyss nonchalantly turned his eyes to his first assailant. To the horror and dismay of the guard, each fired shard immediately burst apart mid air, sparking in a dazzling, multi-colored light show mere feet from the muzzle.

Abyss lowered his eyes at the pony. "Pathetic," he hissed.

Before the gun's clip emptied, the device ruptured apart from tip to stock in a rough burst of metal and mechanical parts. The unfortunate guard's arm was caught in the same invisible, tearing wave and severed straight down the middle. The poor pony screamed out in agony just before another invisible force smashed down upon him from above. The impact bent the metal floor and crushed him under foot, silencing him in an instant.

The other two guards were in the middle of bringing their firearms up to when Abyss turned to them. The first was quickly impacted several times in rapid succession by a similar unseen blows. His pupils dilated and his mouth dropped open as the breath was knocked out of him and his bones broke inward. Before his body could even fall, the other guard to his side appeared to have been forcibly stabbed through the mouth, the back of his neck bursting out blood. He was quickly pulled to the side and into the guard to his right as both were sideswiped into the steam vents. The glass tubes cracked with a sickly crunch at the force of the impact. The damaged machinery squealed before violently bursting in a large, pressurized explosion of hissing hot water vapor.

Abyss burst out of the white cloud, shrugging off what would have severely seared a normal pony, and without another moment to spare, dashed forward to pursue the remainder of the Black Box staff.

At the end of the hallway the two frightened lab techs, a senior member in a navy blue lab coat and a younger in a white one, had made for the nearby testing cell and had been joined by a handful of the retreating guards.

"Come on, get in! The walls are reinforced!" The senior tech yelled to the approaching ponies, as he motioned a forehoof behind him. The Black Box guards had gotten spread out down the small stretch and were being picked off one at a time by their pursuer.

Abyss was on the heels one such unfortunate guard. The stallion's eyes open wide and his heart raced as he heard his pursuer rapidly closing the gap on him. In a last second of desperation, the armored stallion turned and sprayed his firearm only hit open air or parts of the floor. Abyss took advantage of the lag in movement and lunged, grabbing the pony by his forehoove. Abyss spun and tossed his victim behind him and into the air. Before the guard could land, a crushing force torn him in half and flung his body into into a more of the steam tubes. The vent glass let out a chilling crunch and a high pitched hiss then burst, rocking the floor with the force of it's pressure release. Abyss again launched from the super heated fumes toward the next stallion.

The younger tech's eyebrows turned up and he bit his lip. "Dear Celestia, he's unstoppable! They're not going to make it."

The senior lab pony grit his teeth and let out a frustrated groan. "Ugh, we're out of time. He's too fast."

One of the guard pony's whisked past them and into the reinforced cell. He was panting heavily and collapsed, mostly from relief rather than fatigue.

The senior tech immediately turned to the guard. "Quick! Help me close the blast door. There isn't any power in the tumblers," he snapped.

Both ponies then quickly moved to the end of a steel sliding door at the side of the opening. Meanwhile, Abyss had caught up to another armored pony.

The pony, a unicorn, turned and drew a standard machete with his telekinesis. He shook slightly and grit his teeth as he stared directly at his enemy. The edges surged brightly as the blade was charged by the unicorn's magic. A frantic yell rose out from his lungs and he dashed forward. Abyss simply stared, keeping the same hateful yet apathetic glare as the unicorn moved in and slashed diagonally, aiming to carve into the death pony's shoulder. The blade shattered mere inches above Abyss' flesh, sending sparks and shrapnel in the opposite direction and left the unicorn continuing mid swing with little more than a hilt. Abyss didn't even flinch. The guard's eyes widened and mouth dropped as he watched his blade's slivers blowing apart without his enemy having so much as twitched. Before he could even contemplate what had happened, his body shuddered violently and sprayed blood along several invisible seams before falling to pieces before Abyss.

Abyss' eyes immediately darted forward. The surviving squad members were in the middle of closing the large steel door, and attempting to seal themselves in a test cell at the end of the hall. He bolted forward, his teeth clenched. He was determined to end them all.

The guard's and senior tech grunted and strained against the metal frame, as it grinded against the inoperative guide rails. The door sparked and squealed, it's weight pressing against the floor. One of the guards looked up to see the last of their squad being finished off. He shut his eyes and turned away, wincing.

"How the hell is he doing that? He's not even touching them half the time!"

"C'mon! Hold it together!" The senior tech snapped, his voice strained from pushing.

They could see Abyss through the shard proof glass, barrelling down to catch them before the door shut.

"We're not going to make it." Another guard gasped out under the effort of his pushing.

"Yes we will!" The lab tech forced out before heaving and pushing harder. "We have to try!"

The door was now only a few inches away from its locks. Fortunately they had been mechanical and would still work even without power. They would just have to wait in the dark while backup arrived. It was much better than taking their chances with Abyss.

Abyss watched as the door slowly ground its way closer to the edge of the wall, and though it's pace paled in comparison to his own stride, he realized he wouldn't make it. Abyss charged his mark as he quickly gained ground on the slowly closing gate. A vicious growl rose from his throat before turning into a full blown blood cry as a purple aura surged around him. He whipped his head in their direction as if tossing something. Dust and dirt were picked up in a sudden wave of wind that rocketed down at the steel entrance. The door was but a fraction of an inch away when it's frame shuddered and lurched with a low pitched clang. The group groaned and pushed, hooves slipping under them as they exerted themselves to their limits, but the door wouldn't budge an inch.

"What the heck happened?" one of the guards yelled in a panicked voice.

Another continued trying to force it closed. "Augh. It's stuck!"

"What did he do?" another cried.

They heard hoovesteps approach at the outside of the cell door. The sound of screeching metal again met their ears as the door rumbled and sparks faintly lit the cell.

"Alright guys! Let's keep it up!" a guard yelled with gusto.

They kept pushing for a moment before the feeling of their hooves being pushed back met their attention.

"Whoa, wha...?" one said.

The group glanced down and their faces turned pale.

The door was grinding _open_.

They watched as a black hoof and a single glowing red eye appeared in the slowly in the increasing gap. Abyss had somehow stopped it from closing at the last second as was now single handedly forcing it open whilst the rest of the ponies battled to push it closed.

"No no no!" a guard panicked.

"What in Equestria? How is he doing that?!"

"Oh my Celestia. He's going to kill us!"

Suddenly, Abyss quickly ducked out from the gap just before a burst of magic shards splintered and sparked along the opening. The ponies at the door turned, stunned and speechless, to see the younger lab tech brandishing a standard issue shard gun which was enveloped in a colored aura as it hovered in the air. A gash in the wall blasted just to his left along the cell's walls.

"Close it quick!" he yelled at he fired off several more shots down the crack, being careful to move the pistol over with his magic and not exposing himself.

The guards glanced at each other, but quickly responded and closed the door. The lock clicked and the sound of rumbling tumblers in the wall assured them that it had been secured.

The ponies collapsed and breathed heavily. A thunderous impact racked against the door like a freight train, filling the air with a harsh ring. The force was felt through the floor, as another came, then another, and another. Each sounding like a missile slamming full bore into the steel bulkhead.

One of the guards swallowed, sweat running down his muzzle as he and the rest of the platoon waited. "He's mad..." he whispered in the darkness.

Another impact rocked the door frame, it's metal parts audibly bending under the force.

"Yeah," another answered back.

A roaring impact rocked through the space as the metal doors resounded again under another furious blow.

"but he can't get in." The guard cracked a smile.

The younger lab tech breathed a sigh of relief and lowered the pistol he'd been aiming at the door. "Now we radio backup?"

"Right." A voice he could only assume was the senior tech, answered. The sound of a radio clicked on. Static echoed back. "I'll try to find a good signal." the tech said, as he proceeded to adjust knobs on the side of the device.

The younger tech was just about to relaxed when something caught his eye by the observation window. There was almost no light in the cell, but a tiny trickle crept in around the side of the window. The tech squinted his eyes and peered out into the darkness. There was nothing he could see from where he was so he moved closer, nearing the edge of the glass. He craned his neck to try to look around the side of the door. He could see just a little bit of the adjacent lab and the front of the door. No black pony in sight. He turned around and sat down, breathing out slowly. His heart rate slowed and his muscles relaxed.

"I think he's gone." he said calmly.

A giant gash appeared on the observation glass with a shrill crack, just at the base of the pony's neck. The young lab tech heart skipped a beat and his eyes shot wide open. He hastily scrambled to his feet and retreated away from the window. Plastered across the clear surface was an arc of white, crinkled glass. The young tech rubbed a hoof across his neck as he breathed heavily. The rest of the ponies followed and moved to the opposite side, and stared wide eyed at the cut.

"You said it was shard-proof right?" one of the guards asked the senior tech.

Another gash appeared out of nowhere, impacting at a different angle but with the same shrill and chilling crunch. Sets of slash marks started appearing in rapid succession. The glass started to accumulate deep cracks that went straight through, rather than breaking just in the center layer.

The senior lab tech started shaking. "Yeah... Shard-proof."

Wave Chasers eyes dipped sleepily as she sat and watched the door to the maintenance closet. Behind her, Quick Step snored away in his typical sprawled out position. The stallion was definitely a heavy sleeper, which was quite an odd contrast to his overactive, awakened state.

_Maybe this is part of his mark's recoil, _she thought with a yawn. Every dark mark had one, if not a few, drawbacks. Intense fatigue would make sense as a drawback for his.

A large snot bubble inflated from Quick Step's nose, and after being inflated to about the size of his head, it popped. The stallion's leg twitched and he resumed his blissful slumber, completely unaware.

Wave Chaser shuddered in disgust and stuck out her tongue in a mock gag. _Yeah, maybe not. It was was probably just Quick Step being Quick Step. _

She glanced down at her cutie mark and sighed. It was an odd design to be sure, but then again dark marks did have a tendency to be a bit... off. Her mark consisted of an odd looking hourglass with three different sized gears connecting behind it. By the edges, four streaks circled from behind the group, and wrapped around like talons. The whole mark was colored a mix of blacks and dark greys. When a mark was used, a red pulsing would always flair up and grow in intensity, but for now it stayed its usual, dormant monochrome.

Wave Chaser turned back to the door, and resumed her patient waiting. The door responded by silently standing in place like a unwavering obstacle, stubbornly refusing to open and reveal her friend. Wave Chaser pawed her hooves at the floor and bit her lip. _What if he wasn't okay? _She rose and nervously paced back and forth, eyes never leaving the rectangular portal. Her head shook and sat herself firmly back down. _He said stay here and be safe. _

Wave Chaser's thoughts drifted back to her earlier argument with Origin.

"It's nothing you can help with," he said, his voice sounding cracked .

"Come on. I can help if you just talk to me."

"It doesn't matter. Just forget it."

"How can it not matter! You're out here, all alone, middle of the night-"

Origin whirled around face still visibly tearing. "Wave Chaser, stop it!" he barked.

Warm tears welled up in her eyes. "Stupid Origin," she mumbled. _Why did he always have to be like that? I just wanted to help._ She lay down and placed her head across her hooves. _He's had something bothering him recently. _Wave Chaser looked back at her cutie mark. _Maybe- Maybe I can try again._

She concentrated, and watched her mark start to oscillate a dull red. Her heart started to beat faster as she felt it charging up. Wave Chaser quickly snapped her eyes shut and shook her head.

"No I can't. It'll mess up like usual," she whispered as she silently scolded herself. "It always makes bad things happen. Using it isn't worth it." She stomped a hoof down, steading her resolve and narrowed her eyes. _Just going to wait, and stay- _

The crack of a shard gun met her ears. The blood drained from Wave Chaser's face as her breath caught in her throat.

"Oh no," her voice cracked as her heart rate began to rush. "No, no, no. Origin! Oh, Celestia." Her breathing slowing become harsh and irregular, as images of Origin shot and bleeding out passed through her mind. She jolted to her hooves, moved over to Quick Step and started shaking him. "C'mon dummy get up! Get up now!" she hissed between grit teeth

Quick Step was stubbornly catatonic as he continued to snore away. "Bitches don't know 'bout mah swag," he mumbled incoherently, turning to his side and grinning.

Wave Chaser mouth dropped slightly ajar, and her right eye twitched. "Get up idiot!" She yelled, vehemently smacking him across the face with a hoof.

The young stallion's face snapped to the side and his eyes instantly opened. He slowly turned to her with a confused look, observing her heavy breathing and watering eyes. "Uh, was I talking in my sleep again?" Quick Step asked with a sheepish grin. "If so, I am really sorry about the saddle thing. I'm sure your mom isn't that kind of mare."

"Shh, quiet. Origin needs your help. He might have just gotten sho- wait, what do you mean saddle thing?"

Quick Step ducked his head and looked off to the side. "Oh, nothing. Nevermind."

Wave Chaser rolled her eyes. "We'll settle that later. Get up and go see if Origin's okay," she said, pointing a hoof to the door.

Quick Step raised an eyebrow to his friend. "You know what his mark's power is right? He can regenerate, like, forever." He flopped back down on his improvised bedspread. "If there's one guy you don't have to worry about, its Origin. He'll be okay."

"Aren't you worried he might not be okay this time?"

"Nope." Quick Step answered, not lifting his head.

"So what? He can just keep doing that like he's immortal?"

"Yup. That's what he told me."

"And there's no recoil or limit to it?"

Quick Step opened his eyes and was silent for a moment. "I guess... I don't know, he never really talks about what his recoil is. Says it's not important."

"It doesn't matter. Just forget it."

The words from their previous argument echoed through Wave Chasers head. "That's what I was worried about," she mumbled to herself.

"Mm?"

"I think his recoil is bothering him somehow."

"What? He's not interested in making out?"

Another harsh smack came across his cheek. Quick Step rubbed his face with a hoof and opened one eye to see a upset looking Wave Chaser. "I suppose I deserved that," he said.

"I'm going to warn him." She turned her back to him.

"Yeeeeah," Quick Step yawned, "You have fun with that-" Suddenly, his eyes snapped open and he jolted upright. "Wait a minute! You don't mean?"

Wave Chaser's mane began wafting as if influenced by an invisible breeze, her mark pulsing a bright red. Her mouth was turned down in a frown and her eyes blinked back tears. "I'm going back to warn him." The room rumbled as a blue aura formed over Wave Chaser.

"No! Wave Chaser don't! The recoil is too much."

She looked back at her friend with tears streaming down her face. Quick Step got up to try to grab her, but her was too late.

"Time Walk!" She yelled. Her mark suddenly surged a bright red and her form vanished in a burst of light, leaving only glowing blue wisps of magic in her wake.

Quick Step idly walked over to the place Wave Chaser had stood moments ago. His shoulders sunk and his eyes fell downcast. "Wave Chaser, what are you doing? Is he really that important to you?"

Warden Atmosphere put on his best counterfeit smile as he and Celestia walked down the first floor's white hallways. He snapped his gaze back and forth like stalked prey, locking onto Celestia while being very careful to somehow watch his surroundings. The Warden was noticeably jittery, but that no longer mattered. She wouldn't be able to notice now.

"Looks like you're busy as usual," Celestia said in her usual melodic tone, as she glanced around, and smiled.

Atmosphere nodded inattentively. He was more focused on the task at hand. Play along, get inspection over with, and get back to preventing any possible implications of a dark mark user getting out.

He glanced over his shoulder at Reach. The pony's eyes were glowing an eerie bright white, and his expression was cold and solemn, as if nothing mattered to him anymore. He stared ahead, and kept pace with them like a mindless drone. Atmosphere shivered. The combined change in personality paired with his hauntingly blank eyes always had an unnerving quality that couldn't particularly be explained. Or maybe it was just what Reach could do to a person given the chance? Maybe it was what Reach was doing right now.

"What has you so distracted?"

Celestia's soothing voice snapped the warden out of his speculative trance. He quickly turned his attention back to his superior to find she had stopped and tracked his gaze right back to the white eyed Falter Reach. Both alicorn and unicorn gazed blankly at one another, standing still without a word for what seemed like an eternity.

Atmosphere froze. _Shoot. Reach didn't forget, did he? She's staring right at him!_ He applied anxious pressure to the floor through a hoof. The air felt heavy, and the tension was making it hard to breath as Atmosphere did his best to act calmly.

"Does it always take so long to fill patients medications?" Celestia said softly, finally breaking the silence.

Atmosphere snapped to Celestia then back to Reach. They were completely alone. The stallion's eyebrows angled up in uncertainty.

"Your majesty?" he asked with hesitation.

"The two young patients you were looking at over there." Celestia said, nodding down the hall. "They're getting their medication. They look very... uncomfortable." A tinge of sadness seeped through her tone as she dropped her last word.

The warden looked back only to see Reach, motionless, and an empty hallway stretching back a few feet.

"...Well," he began slowly, careful with choosing his words. "Some of the younger ones are a bit nervous about getting treatment shots." He turned again to face Celestia, looking for reassurance. Her eyes looked out to the longingly, reflecting back nothing more than the empty white halls around them, as she watched the two young ponies fidgeting uncomfortably.

Without a response, Celestia moved down the hall toward the pair of fillies. Reach casually stepped aside as she moved past. Neither gave any form of eye contact or acknowledgement. Atmosphere quickly made haste to keep up with her much larger stride, while Reach sat down and gazed out blankly in the other direction. Within a few steps Celestia stopped and lowered her head. Her stare met the clean, achromatic floor tiles.

"It will be alright little ones. It's for the best," she said, with a kind and motherly tone. "Soon, you'll be all better and you can go back home." Celestia closed her eyes and nuzzled into the void.

Atmosphere stood by, watching as his sovereign communicated with two illusory filly's that he was unable to hear or see.

Reach did it every inspection. He'd paint the nightmarish halls of Black Box with a depiction of a kind of help center. After all, that's what they needed. Celestia wasn't a tyrant and seemed to lack the ability to show any form of cruelty. An image of the perfect ruler. At least she would be, in a perfect world. Atmosphere shrugged and looked off as he waited.

"This world is far from perfect," he mumbled low.

Lost in her own world, Celestia giggled harmoniously by herself. "You're so much cuter when you smile." She said with a elegant grin. "Oh really? What's that?"Celestia paused and listened for a moment before turning to Atmosphere. "Well?"

Nervousness once again returned to the warden as he was cast into the spotlight. "Y-yes?"

"Did you hear them?"

Atmosphere glanced to where Celestia had been directing her attention and saw a spotless, empty area.

"They were wondering if they could forgo their usual shots today?" Her mouth was slightly ajar and her eyebrows were turned upward, as if she had come to unintentionally plead on their behalf.

"Uh-" Atmosphere tapped his hoof on the floor as he thought to himself. Ironically enough, if they had been real he'd easily be able to judge whether this was reasonable or not. Right now it was no different from flipping a coin in ones head. At least seemingly.

"No. No, I'm afraid not," he said.

Celestia listened attentively, doing her best not to show any kind of disappointment, but one could tell something had deflated her spirit just the slightest.

"I'm sorry you're majesty. As much as I'd like to oblige that request, they'll never get better if we don't keep treating them. These dark marks are very dangerous. Sacrifices must be made, at times." The warden explained as earnestly, yet sternly as he could.

Celestia's eyes dropped and looked back to the spot where she saw the fillies. "Stay strong, my little ponies," the graceful deity said quietly, before turning and continuing on their way.

Atmosphere let out a breath and watched Celestia out of the corner of his eye as they walked down through the corridors. She had a distant look, as she watched the ephemeral illusions pass around her, nodding now and again to some of the illusory staff. Reach hadn't moved an inch and was still sitting down and facing the other direction, waiting for them to continue. He stood and followed the pair as soon as they passed.

Celestia was still looking around at the empty halls, taking in the sights and sounds being projected straight into her mind. _The power over perception, _Atmosphere mused to himself. _Truly a great and terrible ability. Not even an immortal is safe. _

It was the power of Falter Reach's dark mark—ability tag: nightmare. With a quick mental connection he could control every synapse of a beings senses. Everything from the taste of sugar, to the feeling of one's skin being set aflame were all at his command.

Interestingly enough, he had actually been set as a B-class, a tier populated by mostly NMT casters, when he had first arrived. By their common standards it was actually quite accurate. Reach's power _technically_ had no offensive potential and it required a connection with a host, something that could only be done to a single individual at a time, so he wasn't seen as a threat. At least at first. The staff soon learned how hard it was to ignore a pony who could convince any guard that his friends were nightmarish horrors, and the only way to save himself was to kill them.

Not only that, but he had a history to be particularly pitiless and malevolent to anyone who came to threaten his little sister. There was one guard a few months back that had made the mistake of hitting her. A pitiful mistake.

Nopony was completely sure how Reach had done it, but somehow he had gotten loose from his cell after hours and got the guard alone. Atmosphere shuddered. He had watched the security footage. At the time, the spell algorithm for their monitors didn't allow for audio, and thank Celestia it didn't. The video simply showed the Reach sitting stock still as a helpless guard screamed and writhed. The black armored pony was tormented by hallucinations for hours before finally slitting his own throat to make it end.

Atmosphere closed his eyes and restored the mental protection spell, as he waited for Celestia to finish a conversation with a nonexistent staff member. They were almost through the first floor. He yawned and stretched, pushing his forehooves out in front of him to extend his back. There really wasn't much here. The first floor was kind of an like a futuristic hospital. Everything was neat, clean, and painted—More for show and than anything—With linoleum floors and automatic NMT doors painted with red trim on the edge that slid were a few rooms that functioned as offices now and again, as well as a few holding areas where a subject could be examined before admittance. These rooms looked similar to what one would find in any operation room except with a few minor differences. They were set into the walls with the hallway facing section being made of shard-proof glass. Each came with an operating table that could be raised from the floor, complete with it's own steel restraints, and a few control collars, like the one Reach had on, if proven necessary. Reach was probably censoring those little details, anyways.

Censored or not, the first floor was still pretty blank. All the useful equipment had to be stored on the lower levels, due to the power that most of the machines needed, and mark users couldn't be held so high up either—it was far too close to freedom if any detainee got loose. For the most part, it was just a way to the surface. Most of Black Box was underground, organized in layers of threat level from C-class all the way down to A-class...and then a little deeper for a few special cases.

Atmosphere nodded to Celestia, and she returned the gesture with a smile after noticing he'd been waiting patiently. Atmosphere motioned for her to follow to an elevator at the end of the hallway.

It was kind of an ironic the situation, given how she was at Reach's mercy. Celestia almost always had a sense of calm around her and rarely travelled with a guard escort because of the simple fact that she was the supposed equivalent of a god. Atmosphere chuckled to himself as he, Celestia and Reach moved into an elevator. It probably a good thing that the princess was as powerful as she was.

It made her feel safe.

The warden pushed a button labelled 'level 2' and the room responded with a momentary jolt before slowly moving down. _Let's see then..._Atmosphere thought as he started his mental checklist. _We've got to go over some of this weeks power usage and costs... Might be hard to explain the surge we experienced with A-class number 223. Then there's some of the research updates to go over, as well as the engineering changes to the facility. There's no need to inform her of the latest chemical side-projects, or the chimeric trials—_

A ringing shook Atmosphere out of his train of thought. He blinked and looked down to see a small, blinking light, showing through his lab coat pocket. A PDA was quickly brought up in front of his face, encased in a magic field emanating from his horn. _Now who the heck would be sending me a message at a time like this? Thestaff for the upper floors have been evacuated and— _Atmosphere's froze as he dropped the device.

He quickly fumbled for a buzzer on his side, which let out a high chirp. Reach, who was currently sitting right in front of Celestia, flinched and jolted his ears up.

"You're muted," Reach murmured. "Keep it quick. I can't handle taking in Celestia's senses, manipulating them in real time, and carrying a full conversation for long."

"There's been a serious change in plans." Atmosphere said, careful to keep his mouth facing away from Celestia.

"Wait, what?"

Atmosphere nervously tapped a hoof and kept his eyes fixed on the numeral countdown at the top of the elevator doors. "There are going to be two guards when we get to the second layer. They will act a escort for the two of you."

The elevator doors slid open and the three walked out, making their way to a dark and rusty, metal hallway. Two guards with black, steel plated armor and dark tinted helmets stood at attention on opposite sides of the corridor. Both had two orange stripes that flanked the sides of their chest plates and on the cheeks of their helmets, signifying their rank. Reach immediately blocked them out from Celestia's senses. "Where are you going?" he inquired suspiciously.

"There's something that requires my immediate attention." Atmosphere answered. He carefully kept aware not to react to the guards beginning to follow them as soon as they passed. Reach noted the guards move like voiceless sharks to either side of him through Celestia's discriminant vision.

"I don't get it. What could be more important than the evaluation of Black Box?" Reach said.

Atmosphere paused as they approached an intersection of halls. Reach cocked his head to the side and arched an eyebrow as he noticed the warden's sudden hesitation.

"What he means to say is..." a voice echoed down to them from the shadows at the edges of the crossing. Reach quickly scrambled to mute the sound just before Celestia had processed it. He consciously readied himself to block any more stimulation from anyone besides Atmosphere.

"The real creators of Black Box have come to visit," it continued. A dark purple unicorn with black magic runes carved across his body and face slowly turned the corner, revealing himself and giving a wild smile. He was followed by an apprehensive looking pegasis with chained wings and a solemn pony who who wore a dark green trench coat and a soviet military cap.

A bouncing pink pony with curly purple hair and a propeller hat bounced out of the dark just moments after, beaming and looking around excitedlly. "Oh, my gosh, uncle Echo! Are we gonna have fun and cause lots of chaos today?"

The middle unicorn, Echo as he was called, adjusted the dusty brown cloak that hung around his neck and across his back, and chuckled at the energetic little pony.

"Yes, screwball." he said, with a smirk. "There will be tons of both."


End file.
